David W. Niemiec

About David W. Niemiec

Independent Trustee of Templeton Emerging Markets Fund (EMF) since 2005; year of birth 1949. He is Audit Committee Chairman and oversees 29 portfolios in the Franklin Templeton fund complex, bringing deep finance experience as former CFO and Vice Chairman of Dillon, Read & Co. Inc. and current advisor to private equity firm Saratoga Partners . He is classified as an Independent Trustee under the 1940 Act and NYSE standards; the Board is majority independent (≥75%), with a Lead Independent Trustee providing independent leadership .

Past Roles

External Roles

Board Governance

• Independence: Audit Committee comprised entirely of Independent Trustees under NYSE rules; Niemiec serves as Chairman .
• Board structure: ≥75% of Board members are Independent Trustees; a Lead Independent Trustee presides over independent sessions before each Board meeting .
• Meetings and attendance: FY ended Aug 31, 2024 saw 5 Board meetings, 4 Audit Committee meetings, and 3 Nominating Committee meetings; each Trustee attended at least 75% of combined Board and committee meetings; no Trustees attended the March 4, 2024 annual meeting .
• Scope of oversight: Niemiec oversees 29 Franklin Templeton portfolios and sits on 13 Franklin Templeton fund boards, indicating material workload across the complex .

Fixed Compensation

Performance Compensation

• No performance-based pay disclosed for Independent Trustees. Compensation consists of cash retainers and meeting fees; the proxy does not disclose RSUs/PSUs, options, or performance metric-linked director compensation .

Other Directorships & Interlocks

Note: No EMF proxy disclosure indicates EMF holdings in Hess Corp/Hess Midstream; therefore, conflict determinations cannot be made from proxy alone .

Expertise & Qualifications

• Finance and audit: Former CFO and Vice Chairman at Dillon, Read; investment banking leadership, bringing strong financial reporting and audit oversight credentials relevant to Audit Committee chair role .
• Private equity advisory: Current advisor to Saratoga Partners, contributing capital markets and transaction insight .
• Board experience: Director at Hess Midstream LP since 2017; extensive oversight across 29 Franklin Templeton portfolios .

Equity Ownership

• Ownership policy: Board policy requires each Board member to invest one-third of their Templeton fund director/trustee fees into one or more Templeton funds until holdings equal or exceed three times annual retainer plus regular Board meeting fees; all current members (including nominees) are compliant .
• Ownership concentration: As of Dec 16, 2024, Trustees and officers as a group owned <1% of EMF shares; no Trustee owned ≥1% .

Governance Assessment

• Strengths:

  • Audit Committee Chair role underscores direct accountability for auditor selection, independence, and financial reporting oversight .
  • Documented independent Board majority and structured independent sessions support robust governance .
  • Attendance met required threshold (≥75% across Board/committees) in FY2024; Audit Committee produced a clean oversight report with PwC .

• Potential Red Flags / Watch Items:

  • No EMF share ownership disclosed for Niemiec (dollar range “None”), which may temper direct alignment with EMF-specific performance despite compliance with fund-complex ownership policy .
  • Multiple Hess-related interlocks across EMF Independent Trustees (Holiday, Checki at Hess Corp; Niemiec at Hess Midstream LP); monitor for related-party considerations if EMF holds Hess securities or engages in transactions impacting Hess entities (not disclosed in proxy) .
  • No Trustees attended the 2024 annual meeting, a modest engagement signal to monitor, though not uncommon in closed-end fund complexes .

• Compensation structure observations:

  • Cash-heavy, fixed retainer and meeting fees with added Audit Chair stipend; no disclosed equity grants or performance metrics for directors—aligns with closed-end fund practice but reduces performance-based incentive linkage .

• Additional context:

  • Principal shareholders include City of London Investment Group (25.7% beneficial); while not directly tied to Niemiec, concentrated holders can influence governance dynamics and engagement priorities .

Appendix: Committee Assignments (Current)